SEC Penalizes Investment Advisers For Compliance Failures
The Securities and Exchange Commission today charged three investment advisers for failing to put in place compliance procedures designed to prevent securities law violations.
The cases stem from an initiative within the SEC Enforcement Division’s Asset Management Unit to proactively prevent investor harm by working closely with agency examiners to ensure that viable compliance programs are in place at firms. Investment advisers are required by law to adopt and implement written compliance policies and procedures. When SEC examiners identify deficiencies in a firm’s compliance program, those deficiencies need to be corrected before they lead to other securities law violations that could harm investors. Investment advisers that essentially ignore SEC examination warnings risk being the subject of SEC enforcement actions.
The firms being charged with compliance failures in separate cases today are Utah-based OMNI Investment Advisors Inc., Minneapolis-based Feltl & Company Inc., and Troy, Mich.-based Asset Advisors LLC. The SEC also charged OMNI’s owner Gary R. Beynon, who served as the firm’s chief compliance officer despite living in Brazil and performing virtually no compliance responsibilities. Feltl & Company, Asset Advisors, and Beynon will pay financial penalties and institute a series of corrective measures to settle the SEC’s charges.
In two of the cases – OMNI and Asset Advisors – SEC examiners previously warned the firms about their compliance deficiencies.
“Not all compliance failures result in fraud, but many frauds take root in compliance deficiencies,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “That simple truth underlies our renewed focus on identifying and charging firms and individuals that fail their legal obligations to maintain adequate compliance programs.”
Carlo di Florio, Director of the SEC’s Office of Compliance Inspections and Examinations, added, “When SEC examiners identify compliance deficiencies, firms are expected to remediate them. The Commission will take enforcement action against registrants that fail to do so.”
Under Rule 206(4)-7 of the Investment Advisers Act, which is known as the “Compliance Rule,” registered investment advisers are required to adopt and implement written policies and procedures that are reasonably designed to prevent, detect, and correct securities law violations. The Compliance Rule also requires annual review of the policies and procedures for their adequacy and the effectiveness of their implementation, and designation of a chief compliance officer to be responsible for administering the policies and procedures.
“The failure to adopt and maintain adequate compliance policies and procedures is a significant violation of the federal securities laws,” said Robert Kaplan, Co-Chief of the SEC Division of Enforcement’s Asset Management Unit. “We will continue to work with our counterparts in the national exam program to identify investment advisers that put their investors at risk by failing to take their compliance obligations seriously.”
OMNI Investment Advisors and Gary R. Beynon
According to the SEC’s order in the case against OMNI and Beynon, the firm failed to adopt and implement written compliance policies and procedures after SEC examiners informed OMNI of its deficiencies. Between September 2008 and August 2011, OMNI had no compliance program and its advisory representatives were completely unsupervised. Beynon assumed the chief compliance officer responsibilities in November 2010 while living abroad.
OMNI failed to establish, maintain, and enforce a written code of ethics, and failed to maintain and preserve certain books and records. In response to a subpoena, OMNI produced client advisory agreements with Beynon’s signature evidencing his supervisory approval when, in fact, Beynon had never reviewed the agreements. Beynon backdated his signature on those agreements one day before the documents were produced to the Commission.
Under the settlement, Beynon agreed to pay a $50,000 penalty. He also agreed to be permanently barred from acting within the securities industry in any compliance or supervisory capacity and from associating with any investment company. Additionally, as part of the settlement, OMNI agreed to provide a copy of the proceeding to all of its former clients between September 2008 and August 2011.
Feltl & Company, Inc.
According to the SEC’s order against Feltl & Company, the firm failed to adopt and implement written compliance policies and procedures for its growing advisory business. It further neglected to adopt a code of ethics and collect the required securities disclosure reports from its staff. As a result of its compliance failures, Feltl engaged in hundreds of principal transactions with its advisory clients’ accounts without informing them or obtaining their consent as required by law. Feltl also improperly charged undisclosed commissions on certain transactions in clients’ wrap fee accounts.
Under the settlement, Feltl & Company agreed to pay a penalty of $50,000 and return more than $142,000 to certain advisory clients. Additionally, the firm will hire an independent consultant to review its compliance operations annually for two years, provide a copy of the SEC’s order to past, present and future clients, and prominently post a summary of the order on its website.
Asset Advisors LLC
According to the SEC’s order against Asset Advisors, SEC examiners found that the firm had failed to adopt and implement a compliance program. After SEC examiners brought it to the firm’s attention, Asset Advisors adopted policies and procedures but never fully implemented them. Similarly, Asset Advisors only adopted a code of ethics at the behest of the SEC exam staff and then failed to adequately abide by the code.
Under the settlement, Asset Advisors agreed to pay a $20,000 penalty, cease operations, de-register with the Commission, and – with clients’ consent – move advisory accounts to a firm with an established compliance program.
Feltl & Company, Asset Advisors, OMNI Investment Advisors and Beynon did not admit or deny the allegations. In addition to the penalties, they all consented to cease-and-desist orders and agreed to be censured.
Investigations related to the Asset Management Unit’s compliance program initiative are continuing. (Press Rel. 2011-248; Rels. 34-65837; IA-3323; IC-29873; File No. 3-14643; 34-65838; IA-3325; IC-29875; File No. 3-14645; IA-3324; IC-29874; File No. 3-14644)
Notice of Effectiveness of Rating and Investment Information, Inc.'s ("R&I") Withdrawal from Registration as a Nationally Recognized Statistical Rating Organization ("NRSRO")
On September 24, 2007, the Commission issued an order granting the registration of R&I as an NRSRO in the following classes of credit ratings: (1) financial institutions; (2) insurance companies; (3) corporate issuers; (4) issuers of asset-backed securities; and (5) issuers of government securities.
On May 14, 2010, R&I furnished to the Commission on Form NRSRO a notice of withdrawal from registration in the category of issuers of asset-backed securities. Pursuant to Rule 17g-1 under the Exchange Act, R&I’s withdrawal from registration in the category of issuers of asset-backed securities became effective on June 28, 2010, 45 days after the notice was furnished to the Commission.
On October 13, 2011, R&I furnished to the Commission on Form NRSRO a notice of withdrawal from registration as an NRSRO. Pursuant to Rule 17g-1 under the Exchange Act, R&I’s withdrawal from registration as an NRSRO became effective on November 27, 2011, 45 days after the notice was furnished to the Commission.
Therefore, as of November 27, 2011, R&I is no longer registered with the Commission as an NRSRO.
In the Matter of Charles L. Rizzo and Gina M. Hornbogen
On November 28, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940 and Section 15(b)(6) of the Securities Exchange Act of 1934 (Order) against Charles L. Rizzo (Rizzo) and Gina M. Hornbogen (Hornbogen).
In the Order the Division of Enforcement (Division) alleges that Rizzo and Hornbogen failed reasonably to supervise Steven Salutric (Salutric), who, while acting as an investment adviser for Results One Financial, LLC, misappropriated $7 million from fifteen of his advisory clients. The Division alleges that between 2004 and 2009, Rizzo and Hornbogen failed to investigate numerous serious red flags indicating misconduct by Salutric while permitting his continued access to his victims’ accounts. For example, the Division alleges that Charles Schwab & Co. alerted Rizzo and Hornbogen to numerous suspicious transactions in Salutric client accounts, including a forged client signature. The Division also alleges that Rizzo was concerned that Salutric might be operating a Ponzi scheme in connection with these transactions. The Division also alleges that Results One’s attorney advised Rizzo and Hornbogen to contact all clients who were affected by the suspicious transactions, but that they ignored this advice.
A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, and to provide the Respondents an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions are appropriate and in the public interest.
The Order requires the Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice. (Rels. 34-65829; IA-3321; File No. 3-14641)
Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Five Public Companies For Failure to Make Required Periodic Filings
Today the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of five companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the five issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 or 13a-16 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-65839; File No. 3-14646)
Court Enters Judgments as to Final Defendants in SEC Litigation against Denver Stock Promotion Firm and other Alleged Participants in Back-to-Back Pump-and-Dump Schemes
The Securities and Exchange Commission today announced that on November 9, 2011, the U.S. District Court for the District of Colorado entered final judgments, in U.S. Securities and Exchange Commission v. The Regency Group, et al., Civil Action No. 09-CV-497 (D. Colo. filed Mar. 9, 2009), as to defendants John J. Coutris; Michael J. Coutris; J. Coutris Partners, LP (JC Partners); Joseph S. Fernando; and Wellington Capital Enterprises, Inc. In conjunction with settled final judgments entered previously by the court against defendants Scott F. Gelbard; Jeffrey S. Koslosky; Aaron S. Lamkin; The Regency Group, LLC; James J. Coutris; and Dimitrios I. Gountis, these judgments bring to a close the Commission’s litigation against alleged participants in back-to-back pump-and-dump schemes involving the stocks of biotech startup Xpention Genetics, Inc. and surveillance startup HS3 Technologies, Inc.
The SEC’s Complaint, filed March 9, 2009, alleged that Gelbard, Lamkin, Koslosky, and their limited-liability company, Regency, arranged “reverse mergers” between Xpention and HS3 and two shell companies, followed by unregistered distributions of Xpention and HS3 stock undertaken by Gelbard, Lamkin, Koslosky, Regency, John Coutris, Michael Coutris, and John and Michael Coutris’s limited partnership, JC Partners. The Complaint further alleged that Gelbard, Lamkin, Regency, Canadian Joseph S. Fernando, and Fernando’s U.S. corporation, Wellington, subsequently orchestrated fraudulent promotional campaigns for Xpention and HS3 stock, and that these defendants sold shares into the promotions.
The November 9, 2011 judgment against John Coutris, Michael Coutris, and JC Partners: (1) orders John Coutris to disgorge his ill-gotten gains of $63,061, plus prejudgment interest of $27,313.72, and pay a civil penalty of $15,000; (2) orders Michael Coutris to disgorge his ill-gotten gains of $26,855, plus prejudgment interest of $11,631.69, and pay a civil penalty of $15,000; (3) orders JC partners to disgorge its ill-gotten gains of $86,423, plus prejudgment interest of $37,432.51; and (4) incorporates prior injunctions entered by the court on July 21, 2010, pursuant to partial settlements with John Coutris, Michael Coutris, and JC Partners under which they neither admitted nor denied liability. These injunctions, as incorporated into the final judgment, prohibit John Coutris, Michael Coutris, and JC Partners from violating Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 15(a)(1) of the Securities Exchange Act of 1934.
The court’s judgment against Fernando and Wellington: (1) enjoins them from violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder; (2) bars them from participating in an offering of a penny stock; (3) orders Fernando to disgorge his ill-gotten gains of $1,863,708, plus prejudgment interest of $655,473.32, and pay a civil penalty of $100,000; and (4) orders Wellington to disgorge its ill-gotten gains of $182,986 plus prejudgment interest of $63,934.51
Settled final judgments previously entered by the court against the other defendants in this action, pursuant to which they neither admitted nor denied liability, have provided the following relief:
Additionally, the Commission has issued Orders Instituting Administrative Proceedings against Lamkin, Regency, Gelbard, John Coutris, Michael Coutris, and JC Partners barring them from association with any broker or dealer, based on the district court injunctions entered against them. Each of the respondents consented to the issuance of the Orders without admitting or denying the findings in the Orders, except as to the entry of the civil injunctions against them.
In March 2009, as announced at the time that the Commission filed the district court action, the Commission issued Orders against Xpention (then known as Cancer Detection Corp.) and HS3 requiring them to cease and desist from violating Sections 5(a) and 5(c) of the Securities Act. Cancer Detection Corp. and HS3 agreed to settle the proceedings, without admitting or denying the findings in the Commission’s Orders.
For additional information, see Litigation Release No. 20937 (March 9, 2009); In the Matter of Aaron S. Lamkin - Rel. 34-65756; File No. 3-14626; In the Matter of The Regency Group, LLC - Rel. 34-65757; File No. 3-14627; In the Matter of Scott F. Gelbard - Rel. 34-65006; File No. 3-14495; In the Matter of John J. Coutris - Rel. 34-62611; File No. 3-13987; In the Matter of Michael J. Coutris - Rel. 34-62612; File No. 3-13988; In the Matter of J. Coutris Partners, LP - Rel. 34-62613; File No. 3-13989; In the Matter of Cancer Detection Corp - Rel. 33-9015; File No. 3-13405; In the Matter of HS3 Technologies, Inc. - Rel. 33-9014; File No. 3-13404. [SEC v. The Regency Group, LLC; Scott F. Gelbard; Jeffrey S. Koslosky; Aaron S. Lamkin; John J. Coutris; Michael J. Coutris; J. Coutris Partners, LP; Joseph S. Fernando; Wellington Capital Enterprises, Inc.; James J. Coutris; and Dimitrios I. Gountis, Civil Action No. 09-CV-497 (D. Colo.)] (LR-22170)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change (SR-BATS-2011-047) filed by the BATS Exchange, Inc. to modify BATS Exchange, Inc. Rule 14.1, entitled “The Qualification, Listing, and Delisting of Companies – Definitions,” has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 28. (Rel. 34-65809)
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
S-1 AMBICOM HOLDINGS, INC, 500 ALDER DRIVE, MILPITAS, CA, 95035, 408-321-0822 - 2,000,000 ($2,200,000.00) Equity, (File 333-178180 - Nov. 25) (BR. 10B) S-1 CYBERDEFENDER CORP, 617 WEST 7TH STREET, SUITE 1000, LOS ANGELES, CA, 90017, 213-689-8631 - 0 ($18,187,600.00) Equity, (File 333-178181 - Nov. 25) (BR. 03C) S-8 Giant Interactive Group Inc., 2/F NO. 29 BUILDING, 396 GUILIN ROAD, SHANGHAI, F4, 200233, 8621 6451-5001 - 13,000,000 ($49,790,000.00) Equity, (File 333-178182 - Nov. 25) (BR. 03A) S-8 ADVANCED SEMICONDUCTOR ENGINEERING INC, 26 CHIN THIRD ROAD, NANTZE EXPORT PROCESSING ZONE, KAOHSIUNG TAIWAN, F5, 00000, 199,999,500 ($155,999,610.00) Equity, (File 333-178183 - Nov. 25) (BR. 10A) F-10 Sprott Physical Silver Trust, STE 2700, SOUTH TOWER, ROYAL BANK PLAZA, 200 BAY STREET, TORONTO, A6, M5J 2J1, 416-362-7172 - 0 ($1,500,000,000.00) Equity, (File 333-178184 - Nov. 25) (BR. 08B) S-3ASR VENTAS INC, 111 SOUTH WACKER DRIVE, SUITE 4800, CHICAGO, IL, 60606, (877) 483-6827 - 0 ($1.00) Equity, (File 333-178185 - Nov. 25) (BR. 08C) S-8 BANCO BILBAO VIZCAYA ARGENTARIA, S.A., PASEO DE LA CASTELLANA, 81, MADRID, U3, 28046, 011 34 91 537 8172 - 2,453,800 ($18,182,658.00) Other, (File 333-178186 - Nov. 25) (BR. 12A) S-8 Canadian Solar Inc., 675 COCHRANE DRIVE, EAST TOWER, 6TH FLOOR, MARKHAM, A6, L3R 0B8, (85-512) 6690-8088 - 0 ($27,238,937.00) Equity, (File 333-178187 - Nov. 25) (BR. 10A) S-1 RIB X PHARMACEUTICALS INC, 300 GEORGE STREET, SUITE 301, NEW HAVEN, CT, 06511, 203-624-5606 - 0 ($80,000,000.00) Equity, (File 333-178188 - Nov. 25) (BR. ) S-3 CYTOKINETICS INC, 280 EAST GRAND AVENUE, ., SOUTH SAN FRANCISCO, CA, 94080, (650) 624-3000 - 0 ($111,030,250.00) Equity, (File 333-178189 - Nov. 25) (BR. 01B) F-3 Intellipharmaceutics International Inc., 30 WORCESTER ROAD, TORONTO, A6, M9W 5X2, 416-798-3001 - 30,000,000 ($30,000,000.00) Equity, (File 333-178190 - Nov. 25) (BR. 01A) S-3 GEOGLOBAL RESOURCES INC., SUITE 200, 625 - 4TH AVENUE S.W., CALGARY, A0, T2P 0K2, 403-777-9250 - 0 ($4,601,602.27) Equity, (File 333-178191 - Nov. 25) (BR. 04A)
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT ACACIA RESEARCH CORP DE 8.01 11/22/11 AMARIN CORP PLC\UK X0 5.02,8.01 11/18/11 AMERICAN LITHIUM MINERALS, INC. 1.01,5.02,8.01,9.01 11/22/11 AT&T INC. DE 8.01 11/22/11 BEAR STEARNS DEPOSITOR INC TRUST CERT 8.01,9.01 11/15/11 BillMyParents, Inc. CO 1.01,3.02,9.01 11/21/11 BISON INSTRUMENTS INC MN 4.01,9.01 11/17/11 AMEND Boomerang Systems, Inc. DE 1.01,2.03,3.02 11/18/11 Carter Validus Mission Critical REIT, MD 1.01 11/18/11 Casablanca Mining Ltd. NV 5.02,9.01 11/18/11 Chanticleer Holdings, Inc. 1.01 11/18/11 China Housing & Land Development, Inc NV 5.02,5.07,8.01 11/21/11 CHINA MARINE FOOD GROUP LTD NV 2.02,9.01 11/11/11 CLEARONE COMMUNICATIONS INC UT 8.01 11/14/11 CMS ENERGY CORP MI 1.01,9.01 11/18/11 COACH INC MD 1.01,7.01,8.01 11/21/11 Corporate Resource Services, Inc. DE 1.01,2.01,2.03,3.02, 11/23/11 9.01 CYTOMEDIX INC DE 1.01,2.03,3.02 11/18/11 DATAMILL MEDIA CORP. 4.01 11/25/11 DATAMILL MEDIA CORP. 2.01,3.02,5.01,5.02, 10/03/11 AMEND 5.03,5.06,9.01 DAYBREAK OIL & GAS INC WA 1.01,2.03 11/18/11 Duke Energy CORP DE 1.01,9.01 11/18/11 ENTERCOM COMMUNICATIONS CORP PA 1.01,1.02,2.03,7.01, 11/21/11 9.01 EVERGREEN SOLAR INC DE 2.01,5.02,9.01 11/18/11 EXPRESS SCRIPTS INC DE 1.01,2.03,8.01,9.01 11/21/11 Federal Home Loan Bank of Chicago X1 5.02 11/18/11 Federal Home Loan Bank of Chicago X1 2.03 11/21/11 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 11/21/11 Federal Home Loan Bank of Des Moines X1 2.03,9.01 11/22/11 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 11/25/11 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 11/21/11 Federal Home Loan Bank of San Francis X1 2.03 11/21/11 Federal Home Loan Bank of Seattle 2.03 11/21/11 Federal Home Loan Bank of Topeka 2.03,9.01 11/22/11 GILEAD SCIENCES INC DE 1.01,9.01 11/21/11 GOLDMAN SACHS GROUP INC DE 9.01 11/25/11 GYRODYNE CO OF AMERICA INC NY 8.01,9.01 11/25/11 Heavy Earth Resources, Inc. 8.01 11/23/11 Heckmann CORP 8.01 11/15/11 INSWEB CORP 1.01,3.03,5.03,8.01, 11/23/11 9.01 ISABELLA BANK CORP MI 8.01,9.01 11/23/11 LEGACY RESERVES LP DE 8.01,9.01 11/23/11 LENNOX INTERNATIONAL INC DE 1.01,2.03,9.01 11/23/11 LEXON TECHNOLOGIES INC DE 1.01,3.02,5.01,5.02 10/26/11 LEXON TECHNOLOGIES INC DE 5.02,5.03 11/22/11 AMEND LIBERTY ENERGY CORP. NV 1.01,9.01 11/23/11 Liberty Global, Inc. DE 7.01 11/23/11 LIBERTY STAR URANIUM & METALS CORP. NV 9.01 11/17/11 LIQUIDITY SERVICES INC DE 9.01 10/03/11 AMEND MOTORCAR PARTS AMERICA INC NY 1.01,9.01 11/18/11 NEW AMERICA ENERGY CORP. NV 1.01,9.01 11/25/11 NEWS CORP 8.01,9.01 11/24/11 NOVAVAX INC DE 1.01 11/18/11 ONLINE DISRUPTIVE TECHNOLOGIES, INC. NV 1.01,3.02,9.01 11/21/11 ONLINE DISRUPTIVE TECHNOLOGIES, INC. NV 1.01,2.03,9.01 11/24/11 OPNET TECHNOLOGIES INC DE 5.07 09/12/11 AMEND Park Place Energy Corp. NV 1.01,3.02,7.01,9.01 11/21/11 POSITIVEID Corp DE 3.02 11/22/11 PREFERRED APARTMENT COMMUNITIES INC MD 1.01,9.01 11/18/11 RAIT Financial Trust MD 1.01,2.03,9.01 11/23/11 RED HAT INC DE 5.02,9.01 11/20/11 RGC RESOURCES INC VA 2.02,9.01 11/22/11 Shire plc 8.01,9.01 11/24/11 Somaxon Pharmaceuticals, Inc. DE 8.01,9.01 11/23/11 Spirit Airlines, Inc. DE 5.02 11/22/11 STRATS SM TRUST FOR Goldman Sachs Cap 8.01,9.01 11/15/11 STRATS SM TRUST FOR GOLDMAN SACHS GRO 8.01,9.01 11/15/11 STRATS SM TRUST FOR JPMORGAN CHASE & 8.01,9.01 11/15/11 STRATS SM TRUST FOR WAL-MART STORES, 8.01,9.01 11/15/11 STRATS TRUST FOR SPRINT CAP CORP SEC DE 8.01,9.01 11/15/11 STRATS(SM) TRUST FOR DOMINION RESOURC 8.01,9.01 11/15/11 STRATS(SM) TRUST FOR GEN ELEC CAP COR 8.01,9.01 11/15/11 STRATS(SM) Trust For Goldman Sachs Ca 8.01,9.01 11/15/11 SUNOCO INC PA 8.01 11/18/11 Transcept Pharmaceuticals Inc DE 8.01 11/23/11 Travelport LTD D0 8.01 11/18/11 Upstream Worldwide, Inc. DE 5.02 11/18/11 VENTAS INC DE 9.01 11/25/11 VISCOUNT SYSTEMS INC NV 5.02 11/18/11 Wolverine Exploration Inc. NV 3.02,9.01 01/04/11 AMEND XCEL ENERGY INC MN 8.01 11/22/11